General conditions
PURCHASE-SALE AGREEMENT GENERAL TERMS AND CONDITIONS
1. Object of the contract
1.1. The Seller undertakes to sell products to the Buyer (hereinafter referred to as the Product or Products) and to transfer possession and ownership of the Products to the Buyer in accordance with the Buyer's orders. The buyer undertakes to accept and pay for the ordered Products.
1.2. This Agreement stipulates the general conditions for the sale of the Product for the Buyer and the Seller.
2. Product features
2.1. The product must:
1) meet the technical and safety requirements established in the Republic of Estonia;
2) meet the requirements contained in the Buyer's order accepted by the Seller.
2.2. Together with the Product, the Seller must hand over the documents belonging to the Product and necessary for receiving, possessing, using and disposing of the Product, including:
1) invoice or assignment
2) written manufacturer information about the Product, if the manufacturer has added such information to the Product.
3. Submission of orders
3.1. The Buyer informs the Seller of the short description or name of the Product requested by the Buyer and the quantity of the Product (hereinafter referred to as the Order). If the Order does not contain the previously mentioned data, it is considered that the Order has not been submitted.
3.2. The order is deemed to have been submitted by the Buyer to the Seller if it has been sent to the Seller in a reproducible written form or given in written form directly to the Seller's representative. In the case of a verbal order, the Buyer has no right to refer to the Seller's possible violation of procedural rules.
3.3. The Order is deemed to have been accepted by the Seller under the conditions specified in the Order, if the Seller has not notified the Buyer of the refusal of the Order or its part within three working days of receiving the Order. At the Buyer's request, the Seller submits an order confirmation in a reproducible written form within the agreed time.
3.4. Orders submitted by the Buyer and accepted by the Seller during the validity of this Agreement are integral parts of this Agreement. In the event of a conflict between the orders and the terms of this Agreement, the terms set forth in the Orders shall apply.
3.5. The representatives of the parties who are authorized to submit and accept Orders are specified in the power of attorney.
4. Selling price and its modification
4.1. The price of the goods is based on the price list or price offer established by the Seller. The seller has the right to make changes to the price list.
4.2. Product sales prices are based on the official fixed exchange rate of EUR.
5. Payment of the sales price
5.1. The Seller prepares and submits an invoice to the Buyer no later than seven days from the completion of the Order. The sales price of the Products specified in the Order must be shown on the invoice, from which possible price reductions applicable to the Buyer have been deducted, and if necessary, additional expenses paid by the Buyer (transportation costs, etc.) have been added.
5.2. The buyer pays the amount shown on the invoice by bank transfer to the seller's current account by the agreed deadline.
5.3. The Seller allows the Buyer a credit limit in the agreed amount. In the event that the Buyer has not paid on time on the basis of an invoice or invoice, the Seller has the right to suspend the possibility of using the credit limit for the Buyer until the debt is liquidated, or if the credit limit is exceeded, the Products will be issued to the Buyer on the basis of advance payment. The seller can increase the credit limit. The Buyer's responsibility towards the Seller does not depend on the size of the credit limit.
6. Handing over and receiving the product
6.1. In the event that the Parties have not agreed otherwise, the Seller will make the Product available to the Buyer at the Seller's location by the deadline indicated in the Order. The buyer comes to pick up the finished Product. The Product is considered delivered to the Buyer from the moment when the Buyer's authorized representative has confirmed the acceptance of the Product with his signature. In case of delay in receiving the Product by the Buyer for more than three days, the Seller has the right to present the Buyer with an invoice to pay for the Products.
6.2. In the event that the Parties have agreed that the Seller will deliver the sold Product to the place indicated by the Buyer, the Product shall be considered delivered to the Buyer from the moment the Buyer's authorized representative confirms the acceptance of the Product with his signature on the invoice or delivery note. In the event that the Seller uses the help of a third-party carrier to deliver the Product to the place indicated by the Buyer, the Product is deemed to have been handed over to the Buyer at the moment when the Seller has handed over the Product to the carrier. In addition to the price of the Product, in the case described in this clause, the Buyer also pays the costs of delivering the Product to the place indicated by the Buyer.
6.3. If the Buyer does not accept the Product at the place indicated by him in the case specified in p. 6.2 of this Agreement, the Seller has the right to deliver the Product back to the Seller's location, which is noted on the invoice or delivery note. In this case, the Product is considered delivered to the Buyer if the Seller has delivered the Product back to the Seller's location and notified the Buyer thereof. In this case, the Buyer also pays the costs of returning the Product to the Seller's location.
6.4. At the Seller's request, the Buyer's authorized representative is obliged to provide the Seller with an identity document. The Seller has the right to refuse to hand over the Product to persons who are not indicated in the Power of Attorney.
7. Reservation of title
7.1. In the event that the Seller transfers possession of the Product to the Buyer before the full payment of the sale price, it is considered that the ownership of the Product has been transferred to the Buyer from the moment of payment of the sale price to the Seller.
8. Product review and non-compliance with contract terms
8.1. The Buyer inspects the Product before acceptance and immediately informs the Seller of any defects found in the Product. In the event that the Buyer does not inform the Seller of the defects that have appeared before accepting the Product, the Buyer loses the right to rely on the non-compliance of the Product with the agreed conditions (hereinafter the non-conformity of the Product).
8.2. If it is not possible to detect the non-conformity of the Product when the Product is handed over to the Buyer, the Buyer may rely on the non-conformity of the Product if he informs the Seller of the non-conformity that has appeared on the Product within three days of discovering the non-conformity at the latest.
8.3. The notification about the non-conformity of the Product must indicate the name and code of the Product, the date of the Order, in which the non-conformity of the Product consisted, and a reference to the invoice provided by the Seller. The notice must be given in writing or in a form that can be reproduced in writing. In the event that the Buyer has not shown all the aforementioned data in the notification or the notification has not been submitted in the prescribed form, it is considered that the notification has not been submitted.
8.4. The manufacturer's warranty applies to the products in accordance with the terms of the manufacturer's warranty. The seller acts as an intermediary between the buyer and the manufacturer.
8.5. If the Buyer has notified the Seller of the non-conformity of the Product and the Seller has no objections, the Parties shall draw up a deed for such Product indicating the applicable measures. The applicable measures may be the repair, replacement or repurchase of such Product by the Seller. The seller is obliged to eliminate non-compliance with the Agreement in the manner indicated in the deed. If the Product is not part of the Seller's stock products or for some reason is not in stock, the Seller will order the missing product and hand it over to the Buyer in the shortest possible time, informing the Buyer and obtaining the Buyer's approval.
8.6. If the Seller finds that the Product meets the agreed conditions or that the non-conformity of the Product has arisen after the Product has been handed over to the Buyer, an expert will evaluate the Product's conformity to the agreed conditions at the time of handing over to the Buyer. The expert is appointed by agreement of the Parties. The costs related to the expertise shall be borne by the Party requesting the expertise. In the event that the expert determines that the opinion of the Party that requested the expertise was justified, the other Party will reimburse the expenses related to the expertise to the Party that requested the expertise.
9. Product repurchase
9.1. The buyer has the right to make a reasoned proposal for the repurchase of the Product by the Seller in written or reproducible written form. The proposal must indicate the code and name of the Product that is requested to be repurchased, the date of the Order and a reference to the invoice provided by the Seller. In the event that the Buyer has not shown all the previously mentioned data in the proposal or the proposal has not been submitted in written form, it is considered that the proposal has not been submitted.
9.2. The Seller has the right to decide on the repurchase of the Product by the Seller based on the proposal specified in clause 9.1 of this Agreement. The seller will buy back the Product only if the following conditions are met:
1) the proposal is submitted no later than six months after the purchase of the Product by the Buyer;
2) The product is in the same condition and appearance as when it was handed over to the Buyer (including packaging);
3) The buyer has not used the Product or given it to third parties for use.
9.3 The buyback price of the product is determined by agreement between the parties, but in no case will it exceed
The buyback price of the product is 75% of the original selling price.
10. Liability
10.1. The parties are liable for any breach of their obligations under this Agreement, unless the breach is excusable. Violation is excusable if it has occurred due to force majeure.
10.2. In the event of a delay in the fulfillment of a financial obligation arising from this Agreement, the Party has the right to demand payment of the delay from the delayed Party until the financial obligation is properly fulfilled.
The rate of late payment is 0.1% of the unpaid amount per day of delay. Breach of financial obligation is not excusable.
10.3. In the event of a delay in the delivery or acceptance of the product, the Party has the right to demand payment of a contractual penalty from the delayed Party. The penalty rate is 0.05% of the price of such Product for one day of delay, but not more than 5% of the cost of the Product. The demand for the payment of the liquidated damages must be submitted no later than one month from the day on which the Party acquired the right to submit the demand for liquidated damages.
10.4. The Seller's liability for non-compliance of the Product with the agreed conditions is generally limited to the Seller's obligation to eliminate the non-compliance of the Product in accordance with clause 8.5 of the Agreement. In the event that the Seller does not fulfill the obligation stipulated in p. 8.5 of the Agreement, the Buyer may use other legal remedies prescribed by law.
11. Amendment, amendment and termination of the agreement
11.1. All amendments and additions to this Agreement shall enter into force after they are signed by both Parties or upon a deadline specified in writing by the Parties. Changes and additions to this Agreement that are not formalized in writing are invalid.
11.2. The party has the right to terminate the Agreement early:
1) upon declaration of bankruptcy of the other Party;
2) In case of breach of the contract by the other Party, in the event that the breach is repeated or the damage caused by the breach has not been compensated within seven days from the submission of the relevant demand.
11.3. In the case specified in p. 11.2 of this Agreement, the Party entitled to terminate the Agreement shall notify the Party in breach of the Agreement in writing 15 days in advance of the termination of the Agreement. Termination of the Agreement does not affect the validity of the rights and obligations arising from the Agreement before its termination.
12. Entry into force and validity of the agreement
12.1. The Agreement enters into force upon its signing by the Parties and is valid for one year. In the event that neither Party has notified the other Party of their desire to terminate the Agreement within one month before the expiration of the Agreement, the Agreement will be extended for the following year each time.
13. Notices
13.1. Notifications related to this Agreement will be delivered to the other Party at the address or communication number specified in the Agreement. The Party is obliged to inform the other Party immediately about the change of address or numbers of means of communication.
13.2. Mutual notices are deemed to have been delivered if the notice has been sent by e-mail to the address specified in the Agreement or to the address of which the other Party has been notified in writing. A written notice is deemed to have been delivered to the other Party when three calendar days have passed since posting.
13.3. Statements of withdrawal from the Agreement by the Parties, as well as a Party's claim to the other Party that arises
For breach of contract, must be in writing.
14. Final Provisions
14.1. In terms not regulated by this Agreement, the parties are guided by the applicable law of the Republic of Estonia.
14.2. This Agreement is drawn up in two identical copies, of which each Party retains one copy.
14.3. With the conclusion of this Agreement, all agreements between the Parties prior to the conclusion of the Agreement shall be deemed terminated.
14.4. The terms of this Agreement and its annexes, as well as other non-public information transferred from one Party to the other, are confidential. Confidentiality is considered, among other things, to be related to the price of the Product, terms of delivery and discounts.
14.5. Disputes and disagreements arising from this Agreement will be resolved by agreement of the Parties. If no agreement is reached, the dispute will be settled in the Tallinn City Court on the basis of the current legislation of the Republic of Estonia.
14.6. Integral parts of this Agreement include, among others:
1) Power of attorney, which stipulates the authorized persons of the Buyer who are entitled to accept the Products on behalf of the Buyer, the conditions of the credit limit applicable to the Buyer and the price discounts granted to the Buyer;
2) General warranty conditions, which stipulates the warranty conditions given by the Seller to the Product.
